Happy Holidays, Merrill Lynch Style
Merrill Lynch & Co., Inc. (the “Corporation”), with the approval of Bank of America Corporation, has amended (i) the sign-on grants of stock options previously made to John A. Thain, Chairman and Chief Executive Officer of the Corporation and Nelson Chai, Executive Vice President and Chief Financial Officer of the Corporation, in consideration of their accepting employment with the Corporation in December 2007 and (ii) the retention grants of stock options previously made in January 2008 to Gregory J. Fleming, President and Chief Operating Officer of the Corporation, Robert J. McCann, Executive Vice President, Vice Chairman and President, Global Wealth Management of the Corporation, and Jeffrey N. Edwards, who served as Chief Financial Officer of the Corporation for part of 2007.
The foregoing stock options have been amended to eliminate the stock price hurdles applicable to a portion of such grants so that 100% of the then unvested stock options will vest and become exercisable immediately upon, and subject to, the closing of the Bank of America merger. In the absence of these amendments, 1/3 of the sign-on options would have vested on or prior to the closing of the merger in accordance with their existing terms. The exercise price of the options has not been amended, and when converted to Bank of America options based on the exchange ratio as provided in the merger agreement, the options are expected to continue to be substantially out of the money.
These amendments were made because the Merrill Lynch stock price hurdles are no longer relevant following the merger with Bank of America and because the executives will not have responsibility for the overall strategy and operations of the combined company as they did with Merrill Lynch and therefore will not be able to influence Bank of America’s stock price to the same extent.
WTF does that mean? There appears to be a little doublespeak here so I may be inaccurately interpreting this SEC filing. But, if I am reading this accurately, what it comes down to is John Thain apparently got his bonus the Merrill board denied. For those of you who are worried about your future, you can be assured of some peace of mind that the banksters are still very appreciative of the massive sums of money you are putting towards their salaries while you are booted to the curb. Happy Holidays, Merrill Lynch style.
The foregoing stock options have been amended to eliminate the stock price hurdles applicable to a portion of such grants so that 100% of the then unvested stock options will vest and become exercisable immediately upon, and subject to, the closing of the Bank of America merger. In the absence of these amendments, 1/3 of the sign-on options would have vested on or prior to the closing of the merger in accordance with their existing terms. The exercise price of the options has not been amended, and when converted to Bank of America options based on the exchange ratio as provided in the merger agreement, the options are expected to continue to be substantially out of the money.
These amendments were made because the Merrill Lynch stock price hurdles are no longer relevant following the merger with Bank of America and because the executives will not have responsibility for the overall strategy and operations of the combined company as they did with Merrill Lynch and therefore will not be able to influence Bank of America’s stock price to the same extent.
WTF does that mean? There appears to be a little doublespeak here so I may be inaccurately interpreting this SEC filing. But, if I am reading this accurately, what it comes down to is John Thain apparently got his bonus the Merrill board denied. For those of you who are worried about your future, you can be assured of some peace of mind that the banksters are still very appreciative of the massive sums of money you are putting towards their salaries while you are booted to the curb. Happy Holidays, Merrill Lynch style.
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